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Forfeiture and Reissue of Shares

Key Takeaways:

  • Understand the reasons and mechanics behind forfeiture of shares and its accounting treatment.
  • Learn the correct journal entries for both forfeiture and reissue of shares under different scenarios (at par, premium, and discount).
  • Grasp how capital reserve is impacted by profits arising from reissue of forfeited shares, with step-by-step solved examples for clarity.
Forfeiture and Reissue of Shares

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Introduction to Forfeiture and Reissue of Shares

In corporate accounting, companies often face situations where shareholders fail to pay the full amount due on their shares. When such defaults occur, the company may forfeit these shares, canceling the shareholder's rights. Subsequently, these forfeited shares can be reissued to new investors. Handling these transactions accurately is critical for maintaining transparency and compliance in the company’s accounts.

Forfeiture of Shares

a. Meaning and Purpose of Forfeiture

Forfeiture of shares refers to the cancellation of shares by a company due to non-payment of allotment or call money by shareholders. The shareholder loses any amount already paid and surrenders the shares back to the company. This process reduces the company's subscribed share capital by the called-up amount of those shares. Forfeiture can only occur if the company’s Articles of Association authorize it, and after due notice is served to the defaulting shareholder.

b. Journal Entries for Forfeiture of Shares

The journal entry for forfeiture depends on whether the shares were issued at par, at a premium, or at a discount.

The core principle: Debit Share Capital with the amount called up, and credit Forfeited Shares Account with the amount received, while crediting relevant Call or Allotment Accounts with unpaid amounts. If shares were issued at a premium, and the premium was unpaid, Securities Premium Account is also debited.
SituationJournal Entry
Issued at Par Share Capital A/c  Dr.
To Forfeited Shares A/c
To Call/Allotment/Calls-in-Arrears A/c
(For amount called up, amount received, and amount unpaid respectively)
Issued at Premium (Premium Received) Share Capital A/c  Dr.
To Forfeited Shares A/c
To Call/Allotment A/c
(Securities Premium is not affected if already received)
Issued at Premium (Premium Not Received) Share Capital A/c  Dr.
Securities Premium A/c  Dr.
To Forfeited Shares A/c
To Call/Allotment A/c
(Both Share Capital and Securities Premium debited if premium unpaid)
Issued at Discount Share Capital A/c  Dr.
To Discount on Issue of Shares A/c
To Forfeited Shares A/c
To Call/Allotment A/c

Reissue of Forfeited Shares

a. Meaning and Rules of Reissue

After forfeiture, the company may reissue these shares to new or existing investors. Reissue can be made at par, at a premium, or at a price lower than the face value (discount). However, the maximum discount allowed on reissue is limited to the amount originally received from the forfeiting shareholder. This ensures the company’s capital is not reduced below the minimum subscription.

b. Journal Entries for Reissue

SituationJournal Entry
Reissued at Par Bank A/c  Dr.
To Share Capital A/c
Reissued at Premium Bank A/c  Dr.
To Share Capital A/c
To Securities Premium A/c
Reissued at Discount Bank A/c  Dr.
Forfeited Shares A/c  Dr.
To Share Capital A/c

Note: The debit to Forfeited Shares Account for discount on reissue cannot exceed the balance available in that account.

c. Treatment of Profit on Reissue: Capital Reserve

If there's a balance left in the Forfeited Shares Account after adjusting any discount allowed on reissue, this surplus is considered a capital profit. It is transferred to the Capital Reserve account and not distributed as dividends. This strengthens the company’s reserves and reflects prudent financial management.

SituationJournal Entry
Transfer to Capital Reserve Forfeited Shares A/c  Dr.
To Capital Reserve A/c

Example: Step-by-Step Illustration

Let's consider a practical scenario to reinforce your understanding.

Suppose XYZ Ltd. issued 1,000 shares of ₹10 each at par. A shareholder paid ₹3 on application, ₹4 on allotment, but failed to pay the final call of ₹3 per share. The company forfeited these 1,000 shares. Later, it reissued 800 of these forfeited shares at ₹9 per share (i.e., at ₹1 discount).
  1. Forfeiture Journal Entry
    ParticularsDebit (₹)Credit (₹)
    Share Capital A/c (₹7 called up × 1,000)7,000
    To Forfeited Shares A/c (₹7 received × 1,000)7,000
  2. Reissue of 800 shares at ₹9 per share (₹1 discount)
    ParticularsDebit (₹)Credit (₹)
    Bank A/c (₹9 × 800)7,200
    Forfeited Shares A/c (₹1 × 800)800
    To Share Capital A/c (₹10 × 800)8,000
  3. Transfer of profit on reissue to Capital Reserve

    Amount remaining in Forfeited Shares A/c = Amount received on forfeiture (₹7 × 1,000 = ₹7,000) - Amount used for discount (₹1 × 800 = ₹800) = ₹6,200.

    ParticularsDebit (₹)Credit (₹)
    Forfeited Shares A/c6,200
    To Capital Reserve A/c6,200

Summary Table

TransactionAccounts InvolvedEntry
ForfeitureShare Capital, Forfeited Shares, Calls/AllotmentDebit Share Capital, Credit Forfeited Shares and Calls/Allotment
Reissue at ParBank, Share CapitalDebit Bank, Credit Share Capital
Reissue at DiscountBank, Forfeited Shares, Share CapitalDebit Bank and Forfeited Shares, Credit Share Capital
Profit TransferForfeited Shares, Capital ReserveDebit Forfeited Shares, Credit Capital Reserve

Understanding these entries and their rationale will equip you with both conceptual clarity and practical competence—a vital asset for your academic and professional journey in commerce.



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